Paul Wotton
About Paul Wotton
Paul K. Wotton, Ph.D. (age 64) is an independent director of Vericel and has served on the Board since 2015. He brings deep biopharma, complex biologics, and business development experience as a former CEO of multiple biotech companies and currently serves as Chairman and Managing Partner of RBL, LLC and as an Adjunct Professor at Rice University. His education includes a B.Pharm (with honors) from University College London, a Ph.D. in pharmaceutical sciences from the University of Nottingham, and an MBA from Kingston Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Obsidian Therapeutics, Inc. (private) | President & CEO; Board Member | 2019–2022 | Led BD deals with Vertex and M.D. Anderson |
| Sigilon Therapeutics, Inc. | Founding President & CEO | 2016–2019 | Implemented agreement leading to eventual acquisition by Eli Lilly |
| Ocata Therapeutics, Inc. | President & CEO; Director | Jul 2014–Feb 2016 | Company acquired by Astellas Pharma US, Inc. |
| Antares Pharma, Inc. (public) | President & CEO; Director | 2008–2014 | Public biopharma leadership role |
| Eurand International BV; Penwest; Abbott Laboratories; Merck, Sharp & Dohme | Senior roles | N/A | Broad commercial/technical leadership experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cynata Therapeutics Limited | Director | Current (public) | Listed as current public company directorship |
| Kytopen (private) | Chair of the Board | Current | Cell/genome engineering platform company |
| Rice University | Adjunct Professor | Current | Academic appointment |
| Veloxis Pharmaceuticals A/S | Director; Compensation Committee Chair | Former | Committee leadership experience |
| BIOTEC Canada | Emerging Companies Advisory Board Chair | Former | Ecosystem leadership |
Board Governance
- Independence: Listed as “Independent”; Board planned to be 7 directors post-2025 AGM; 6 of 7 nominees are independent .
- Committees: Governance & Nominating (member); appointed to Compensation Committee in March 2025 (non-chair). All members of both committees are independent .
- Committee activity: 2024 meetings—Compensation: 5; Governance & Nominating: 4; Audit: 4 .
- Attendance: In 2024, the Board met 5 times; each director attended at least 80% of Board meetings (all but one had 100%), and all directors attended 100% of their committee meetings; all directors attended the 2024 annual shareholders’ meeting .
- Executive sessions: Non-employee directors meet in executive session without management at each regularly scheduled Board and committee meeting .
Fixed Compensation (Director, FY2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 55,000 | Consistent with $50,000 base non-employee retainer plus $5,000 non-chair Governance & Nominating committee fee |
| Annual Retainers (Policy) | 50,000 | Non-employee director annual cash fee; Chair of Board receives $90,000 |
| Committee Fees (Policy) | 5,000 | Governance & Nominating (non-chair) $5,000; Compensation (non-chair) $7,500; Audit (non-chair) $10,000; Chairs: Audit $20,000, Compensation $17,500, Governance $10,000 |
Stock ownership guidelines for directors require holdings ≥3x annual cash retainer; all directors were in compliance as of Dec 31, 2024 .
Performance Compensation (Director, FY2024)
| Award | Units/Structure | Vesting | 2024 Grant Date Fair Value ($) |
|---|---|---|---|
| Time-based RSUs | 3,200 RSUs annually at the annual meeting | Vest on earlier of first anniversary or next annual meeting, subject to service | 150,656 |
| Stock Options | 8,000 options annually at the annual meeting, strike = FMV on grant date | Vest in equal monthly installments over one year, subject to service | 219,242 |
- Grant cadence/policy: Annual director equity grants (8,000 options + 3,200 RSUs) occur on the date of the annual meeting; newly-elected directors receive pro rata grants. Options terminate at the earlier of expiration, 24 months post-service termination, or change in control per the award agreement. Directors may defer fees/RSU settlement under the Deferred Compensation Plan adopted May 3, 2023 .
- No performance metrics apply to director equity; awards are time-based. Company policy prohibits hedging/pledging and option repricing without shareholder approval .
Other Directorships & Interlocks
| Company | Relationship to Vericel | Interlock/Conflict Disclosure |
|---|---|---|
| Cynata Therapeutics Limited (public) | No disclosed customer/supplier relationship | No related-party transactions disclosed for 2024 |
| Kytopen (private) | No disclosed relationship | No related-party transactions disclosed for 2024 |
| Veloxis Pharmaceuticals A/S (former) | No disclosed relationship | No related-party transactions disclosed for 2024 |
Expertise & Qualifications
- Core competencies: Biopharma, complex biologics, R&D/technical operations, marketing/sales, and business development; executed high-profile BD deals (Vertex, M.D. Anderson) and prior CEO roles (Antares, Ocata, Sigilon, Obsidian) .
- Education: B.Pharm (UCL); Ph.D. (Nottingham); MBA (Kingston Business School) .
- Recognition: Ernst & Young Entrepreneur of the Year (Life Sciences, New Jersey, 2014) .
Equity Ownership (as of Mar 7, 2025 unless noted)
| Item | Amount | Source |
|---|---|---|
| Shares Beneficially Owned | 59,602 | |
| Options Exercisable within 60 Days | 29,000 | |
| RSUs Vesting within 60 Days | 3,200 | |
| Percent of Class | <1% | |
| Unvested RSUs (Dec 31, 2024) | 3,200 | |
| Unexercised Stock Options (Dec 31, 2024) | 29,000 | |
| Stock Ownership Guidelines | 3x annual cash retainer; all directors in compliance as of Dec 31, 2024 | |
| Hedging/Pledging Policy | Prohibited for directors and executives |
Governance Assessment
- Strengths: Independent director since 2015 with extensive commercial-stage biotech CEO experience and compensation committee leadership at other companies; active committee service (Governance & Nominating; appointed to Compensation in Mar 2025); strong attendance culture (each director ≥80% of Board; 100% for committee meetings in 2024); equity-heavy director pay aligned with shareholder interests; robust stock ownership guidelines with 100% compliance; explicit prohibitions on hedging/pledging and no option repricing without shareholder approval; no related-party transactions in 2024 .
- Compensation mix and alignment: For 2024, Wotton’s director compensation combined $55,000 in cash with time-based RSUs and options (grant date fair values $150,656 and $219,242), indicating strong equity alignment and standard vesting without performance conditions; structure and fees are market-informed (FW Cook review in 2023) .
- Shareholder sentiment: Recent say-on-pay support exceeded 95% in 2024 (92% in 2023; 86% in 2022), indicating broad investor support of compensation governance and alignment practices at the company level .
- Potential conflicts/red flags: None disclosed—no related-party transactions in 2024; policy prohibits hedging/pledging; all directors met ownership guidelines as of Dec 31, 2024. External directorships (e.g., Cynata) and private board roles (Kytopen) are not disclosed as related parties or counterparties to Vericel; continued monitoring of interlocks is prudent given sector overlap .